For the first time since 1996 all entries featured turbocharged engines, and all entries were brand new model-year chassis, as part of the ICONIC Project. This was be the first time since 2003, and only the fourth time since 1985, that all cars were a new model-year chassis.

The track opened for practice on Saturday May 12. Time trials were held May 19–20. Ryan Briscoe of Penske Racing qualified for the pole position. The final practice, traditionally dubbed "Carb Day," was held Friday May 25.

Going into the month, there was growing concern about filling the
field to the traditional 33 cars. This was due in part to the struggles
of Lotus, and lease issues in the first year of the new engine package, namely involving Dragon Racing. However, on Bump Day, the field was filled to exactly 33 cars, with no cars bumped, a similar situation to 2003.

Race summary

Start

Ryan Briscoe led from the start, was drafted and overtaken by James Hinchcliffe,
who led at the end of the first lap. The pair swapped the lead again by
the end of lap two. There were no accidents at the start and the green flag was given at the first attempt to start the race.

First half

Ryan Hunter-Reay overtook Marco Andretti before Bryan Clauson spun exiting turn one, akin to Danny Sullivan's spin in 1985, and brought out a caution period. Under caution many drivers chose to enter pit lane. Josef Newgarden stalled in the pits, was restarted and rejoined the race. 2007 and 2010 winner Dario Franchitti spun at his pit box, due to being hit from behind by E.J. Viso, but like Newgarden lost less time as the safety car was deployed. Jean Alesi and Simona de Silvestro were black flagged
for failing to run within 105% of the front pace and duly retired. Upon
the restart, which was intended to be single file, cars were seen on
the pit straight before entering turn one as many as five abreast. At 32
laps Marco Andretti led from James Hinchcliffe and Ryan Briscoe.
On lap 33 the stewards declared that Viso would not be penalised for
the pit lane incident. No driver was able to pull away a substantial
lead over the driver behind and cars behind appeared to face an
aerodynamic advantage over those ahead. Takuma Sato then started to set fastest laps by lap 37 and Marco Andretti had led most laps with 15.

At the end of lap 46 the pitstops occurred for fuel and tyres with Hinchcliffe and Castroneves pitting. Castroneves' pitstop was delayed due to a tyre fitting problem. Scott Dixon and Dario Franchitti stopped a lap later. Josef Newgarden stalled again at his second stop, unable to put the car in gear. The Ganassis of Dixon and Franchitti had been setting fastest pace. By lap 50, one quarter distance, and after the first full pits, Marco Andretti led. There had been six leaders and twelve changes of lead.

At the end of lap 75 James Hinchcliffe pitted, then all three Penske cars pitted simultaneously, and Castroneves almost stalled, making it his second flawed pitstop. Pit stops left Dixon leading with Franchitti second some 11 second behind. On lap 79 Mike Conway was given a drive through penalty for hitting another car in the pits. After this drive through Conway collided with Will Power and caused a caution, the second of the race, on lap 81.
Conway was driving slower than Power, having just left the pits, and
slid. The rear of the car lost grip and Conway slid backwards into the
wall, and Power hit Conway's spinning car with nowhere left to go as he
caught Conway's car on the exit of the turn. The safety car remained out
until the end of lap 88. Ana Beatriz
spun on the exit of turn one, and hit the wall, bringing out another
full course caution with her car stopping in the middle of the track.
Cars pitted under caution including Hinchcliffe. Dixon and Franchitti
led.

Second half

At the half distance point the leaderboard was Dixon, Franchitti, Hunter-Reay, Rahal, Wilson, Sato, Kimball, Hildebrand, Bell.
On lap 110 Briscoe had a gearbox issue and ran more slowly for a lap
and put the car into an emergency gearbox setting whilst running
seventeenth.
Hunter-Reay stopped for fuel and tyres on lap 113. This left all of the
top six runners being Honda powered, in contrast to pre-race
predictions on relative engine performance and economy. On lap 115
Hildebrand pitted from sixteenth. Rahal pitted afterwards.
On lap 119 Franchitti pit stopped from second place with no adjustments
made to the car and the flowing lap Dixon pitted from the lead having
lead for a total of 37 laps by that stage. This lead Sato leading, the
eighteenth leader of the day. Andretti ran second. Sato pitted from the lead on lap 124. On lap 125 Hinchcliffe pitted and Barrichello who had led for one lap pitted. On lap 126 Sato lead, with Franchitti behind. On lap 128 Ryan Hunter-Reay
retired with a failure of an upright on the car's suspension. On lap
134 the leaderboard stood as Sato, Franchitti, Andretti, Dixon, Rahal.
On lap 145 Andretti pitted having complained about a vibration on the
car and replaced the tyres. Rahal also pitted just before. The caution was issued on lap 146 when Saavedra stopped on the exit of the pitlane.
Starting lap 147 under caution the majority of the lead drivers stopped
including Sato, Franchitti, Dixon, Rahal, Hinchcliffe and more.
Following such pitstops, by lap 150 Sato lead followed by Franchitti,
Dixon, Hinchcliffe, Wilson, Kimball, Briscoe, Kanaan
and Castroneves. On lap 153 the restart occurred and Franchiti passed
Sato on the backstraight of the circuit and at the start of lap 154
Dixon passed Sato for second into turn one.
On lap 160 Dixon started to pressure Franchitti and had come under
pressure from Sato behind. Dixon passed for the lead but starting lap
161 Dario Franchitti retook the lead at turn one. On lap 163 Josef
Newgarden stopped due to engine problems, pulling over to the left hand
area of grass on the inside of the track on the backstraight between
turns two and three, bringing out the safety car and another full course
caution. Sato, Franchitti and Dixon pitted under caution, along with
Hinchcliffe and others. Hinchcliffe stopped for a longer period than the
others and appeared to run over some put equipment upon exiting. Prior
to the restart Dixon lead from Franchiti and Sato. On lap 171 the race
restarted. Wilson passed Sato upon the restart. Franchitti repassed
Dixon. Starting lap 173 Wilson was repassed by Sato and soon was passed by Carpenter,
Kanaan and Kimball having run high on the exit of the turn when passed
by Sato and lost speed. By lap 176 28 lead changes had taken place, one
fewer than the 1960 record of 29 changes in one Indianapolis 500 race. Starting lap 178 when Franchitti overtook Dixon this broke the record.
The leading Ganassi pair of Franchitti and Dixon appeared to express
concern over fuel consumption and speed. On lap 180 Carpenter spun but
did not hit the wall, spinning across the track and coming to a halt,
then gesticulating at marshals to help turn the car around. This caused a
full course caution and seemingly eliminated the need for the leaders
to need to refuel. Carpenter then continued. On lap 187 Andretti overcalculated and drove into the wall, sliding across the track and coming to a halt.

Finish

Tony Kanaan led the race during the caution, but when the green flag waved he soon fell to fourth behind Franchitti, Dixon and Sato.
Teammates Franchitti and Dixon traded the lead several times until the
start of lap 199, when Franchitti took the lead from Dixon and Sato
followed him through into second place. On the final lap, Sato attempted
a pass on Franchitti in turn one but spun out and hit the turn 1 wall.
Franchitti won the race, with Dixon second and Kanaan third. Under the
final caution flag of the day, the three friends lined up to cross the
finish line side by side.

In Victory Lane, Franchitti dedicated his win to the memory of 2011
champion Dan Wheldon. When asked about the final-lap incident, he said
that he had moved up the track to give Sato room on the inside. Sato had
a different view, claiming that Franchitti had forced him nearly into
the grass and caused him to lose control. Race officials ruled it a
racing incident and confirmed Franchitti as the winner.